16/08/2024 | Press release | Distributed by Public on 17/08/2024 03:31
Item 1.01. |
Entry into a Material Definitive Agreement. |
Underwriting Agreement.
On August 12, 2024, CDW LLC ("CDW") and CDW Finance Corporation ("CDW Finance" and, together with CDW, the "Co-Issuers")entered into an underwriting agreement (the "Underwriting Agreement") among the Co-Issuers,CDW Corporation (the "Company"), certain other guarantors named therein (the "Guarantors") and BofA Securities, Inc., as representative of the underwriters named therein (the "Underwriters"), pursuant to which the Co-Issuersagreed to issue and sell to the Underwriters $600,000,000 aggregate principal amount of 5.100% Senior Notes due 2030 (the "2030 Notes") and $600,000,000 aggregate principal amount of 5.550% Senior Notes due 2034 (the "2034 Notes" and, together with the 2030 Notes, the "Notes") in a registered public offering (the "Offering"). The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Co-Issuers,the Company and the Guarantors, on the one hand, and the Underwriters, on the other hand, have agreed to indemnify each other against certain liabilities. The Offering is expected to close on August 22, 2024, subject to customary closing conditions.
The Offering is being made pursuant to (i) an effective Registration Statement on Form S-3ASR,as amended (the "Registration Statement"), initially filed with the Securities and Exchange Commission (the "SEC") on August 2, 2023 (File No. 333-273615),including a related base prospectus dated August 2, 2023, (ii) a related preliminary prospectus supplement dated August 12, 2024 filed with the SEC on August 12, 2024 pursuant to Rule 424(b)(5) under the Securities Act, and (iii) a free writing prospectus dated August 12, 2024.
The description of the Underwriting Agreement in this Current Report on Form 8-Kis a summary and is qualified in its entirety by the terms of the Underwriting Agreement. The Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-Kand is incorporated herein by reference and is to be incorporated in its entirety into the Registration Statement.
This Current Report on Form 8-Kis neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities.